NEW BRUNSWICK, N.J.,
Feb. 16, 2017 /PRNewswire/
-- Today Janssen Holding GmbH, a Swiss subsidiary of Johnson
& Johnson (NYSE:JNJ), has published the Offer Prospectus for
its previously announced all-cash tender offer to acquire all of
the outstanding shares of Actelion Ltd (SIX:ATLN) for $280 per share, payable in U.S. dollars, which
equates to CHF 280.08 per share as of
January 25, 2017, the trading day
preceding the announcement of the transaction. The Offer Prospectus
is available on
http://www.investor.jnj.com/publictenderoffer.cfm.
The tender offer is expected to commence on March 3, 2017 and is scheduled to expire at
10:00 a.m. Eastern Standard Time,
4:00 p.m. Central European Time, on
March 30, 2017. The tender offer will
be open for an initial period of 20 trading days. Johnson &
Johnson may extend the main offer period once or several times to a
maximum of 40 trading days. The settlement of the tender offer is
subject to regulatory approvals and other customary conditions,
including the tender of at least 67 percent of all Actelion shares
that are issued and outstanding at the end of the offer period.
As previously announced, as part of the transaction, immediately
prior to the settlement of the tender offer, which is expected to
occur by the end of the second quarter of 2017, Actelion will
spin out its drug discovery operations and early-stage
clinical development assets into a newly created Swiss
biopharmaceutical company ("R&D NewCo"). The shares of R&D
NewCo, which will be listed on the SIX Swiss Exchange (SIX), will
be distributed to Actelion's shareholders as a stock dividend
immediately prior to settlement of the tender offer. Johnson
& Johnson will initially hold 16 percent of the shares of
R&D NewCo and have rights to an additional 16 percent of
R&D NewCo equity through a convertible note. The offer price
will not be reduced as a result of the distribution of the shares
of R&D NewCo.
Private investors who hold up to 1,000 Actelion shares in a
securities account with a custodian bank in Switzerland, and who tender them into the
public tender offer, will have the opportunity to elect to receive
the USD offer price for their tendered Actelion shares in Swiss
francs as further described in the Offer Prospectus.
The Actelion board of directors has come to the unanimous
conclusion that the offer is in the best interests of Actelion and
its shareholders and that the offer price is fair and adequate. The
board of directors therefore recommends to the shareholders of
Actelion to accept the offer.
About Johnson & Johnson
Caring for the world, one person at a time, inspires and unites
the people of Johnson & Johnson. Johnson & Johnson embraces
research and science – bringing innovative ideas, products and
services to advance the health and well-being of people. Johnson
& Johnson's approximately 126,400 employees, at more than 230
Johnson & Johnson operating companies, work with partners in
health care to touch the lives of over a billion people every day,
throughout the world.
About the Janssen Pharmaceutical Companies of Johnson &
Johnson
At the Janssen Pharmaceutical Companies of Johnson &
Johnson, we are working to create a world without disease.
Transforming lives by finding new and better ways to prevent,
intercept, treat and cure disease inspires us. We bring together
the best minds and pursue the most promising science. We are
Janssen. We collaborate with the world for the health of everyone
in it. Learn more at www.janssen.com. Follow us at
www.twitter.com/JanssenUS and www.twitter.com/JanssenGlobal.
About Actelion Ltd
Actelion Ltd is a leading biopharmaceutical company focused on
the discovery, development and commercialization of innovative
drugs for diseases with significant unmet medical need.
Actelion is a leader in the field of pulmonary arterial
hypertension (PAH). Our portfolio of PAH treatments covers the
spectrum of disease, from WHO Functional Class (FC) II through to
FC IV, with oral, inhaled and intravenous medications. Although not
available in all countries, Actelion has treatments approved by
health authorities for a number of specialist diseases including
Type 1 Gaucher disease, Niemann-Pick type C disease, Digital Ulcers
in patients suffering from systemic sclerosis, and mycosis
fungoides type cutaneous T-cell lymphoma.
Founded in late 1997, with now over 2,500 dedicated
professionals covering all key markets around the world including
Europe, the US, Japan, China,
Russia and Mexico, Actelion has its corporate
headquarters in Allschwil / Basel,
Switzerland. Actelion shares are traded on the SIX Swiss
Exchange (ticker symbol: ATLN) as part of the Swiss blue-chip index
SMI (Swiss Market Index SMI®). All trademarks are
legally protected.
NOTE TO INVESTORS CONCERNING FORWARD-LOOKING
STATEMENTS
This press release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995
regarding the potential transaction between Johnson & Johnson
and Actelion Ltd. The reader is cautioned not to rely on these
forward-looking statements. These statements are based on current
expectations of future events. If underlying assumptions prove
inaccurate or known or unknown risks or uncertainties materialize,
actual results could vary materially from the expectations and
projections of Johnson & Johnson and Actelion. Risks and
uncertainties include, but are not limited to: the satisfaction of
closing conditions for the transaction, including clearance by
relevant merger control authorities and the receipt of regulatory
approvals for the transaction; the possibility that the transaction
will not be completed in the expected timeframe or at all; the
potential that the expected benefits and opportunities of the
transaction, if completed, may not be realized or may take longer
to realize than expected; challenges inherent in product research
and development, including the uncertainty of clinical success and
obtaining regulatory approvals; uncertainty of commercial success
for new and existing products; economic conditions, including
currency exchange and interest rate fluctuations; competition,
including technological advances, new products and patents attained
by competitors; changes to applicable laws and regulations,
including tax laws and domestic and foreign health care reforms;
adverse litigation or government action; changes in behavior and
spending patterns or financial distress of purchasers of health
care products and services; and trends toward health care cost
containment. In addition, if and when the transaction is
consummated, there will be risks and uncertainties related to the
ability of the Johnson & Johnson family of companies to
successfully integrate the products, employees/operations and
clinical work of Actelion, as well as the ability to ensure
continued performance or market growth of Actelion's products. A
further list and description of these risks, uncertainties and
other factors and the general risks associated with the respective
businesses of Johnson & Johnson and Actelion can be found in
Johnson & Johnson's publicly available filings with the U.S.
Securities and Exchange Commission, and Actelion's publicly
available filings on its website. Copies of these filings, as well
as subsequent filings, are available online at www.sec.gov,
www.jnj.com, www.actelion.com or on request from Johnson &
Johnson or Actelion. Neither Johnson & Johnson nor Actelion
undertakes to update any forward-looking statement as a result of
new information or future events or developments.
IMPORTANT ADDITIONAL INFORMATION
The public tender offer described herein has not yet commenced.
This release is for informational purposes only and does not
constitute, or form part of, any offer or invitation to sell or
issue, or any solicitation of any offer, to purchase or subscribe
for any registered shares in Actelion
or Actelion's ADSs, nor shall it form the basis of, or be
relied on in connection with, any contract there for. At the time
the public tender offer is commenced, shareholders of Actelion are
urged to read the offer documents which are available at
http://www.investor.jnj.com/publictenderoffer.cfm.
OFFER RESTRICTIONS
The public tender (öffentliches Kaufangebot) offer
described in the offer prospectus (the Offer) is not being
made and will not be made, directly or indirectly, in any country
or jurisdiction in which such an Offer would be considered unlawful
or otherwise violate any applicable laws or regulations, or which
would require Johnson & Johnson or any of its direct or
indirect subsidiaries to change or amend the terms or conditions of
the Offer in any material way, to make an additional filing with
any governmental, regulatory or other authority or take additional
action in relation to the Offer. It is not intended to extend the
Offer to any such country or jurisdiction. Any such documents
relating to the Offer must neither be distributed in any such
country or jurisdiction nor be sent into such country or
jurisdiction, and must not be used for the purpose of soliciting
the purchase of securities of Actelion by any person or entity
resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer described in this communication is being made for the
registered shares of Actelion, a Swiss corporation
(Aktiengesellschaft) whose shares are listed on the SIX
Swiss Exchange (SIX), and is subject to Swiss disclosure and
procedural requirements, which are different from those of
the United States of America
(U.S.). The Offer is being made in the U.S. pursuant to
Section 14(e) of, and Regulation 14E under, the U.S. Securities
Exchange Act of 1934, as amended (the U.S. Exchange Act),
subject to the exemptions provided by Rule 14d-1 and Rule 14e-5
under the U.S. Exchange Act and any exemptions from such
requirements granted by the U.S. Securities and Exchange Commission
(the SEC), and otherwise in accordance with the requirements
of Swiss law. Accordingly, the Offer is subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer
procedures and laws. U.S. holders of registered shares of Actelion
(Actelion Shares) are encouraged to consult with their
legal, financial and tax advisors regarding the Offer.
The shareholders of Actelion should review the offer prospectus
(the Offer Prospectus) and all other Offer documents
carefully. The Offer may not be accepted before expiration of a
cooling-off period of ten (10) trading days (if not extended by the
Swiss Takeover Board), which will run from the trading day
immediately after the publication date of the Offer Prospectus.
According to the laws of Switzerland, Actelion Shares tendered
into the Offer may generally not be withdrawn after they are
tendered except under certain circumstances, in particular if a
competing offer for the Actelion Shares is launched.
In accordance with the laws of Switzerland and subject to applicable
regulatory requirements, Johnson & Johnson and its subsidiaries
and affiliates or their respective nominees or brokers (acting as
agents for Johnson & Johnson, its subsidiaries or affiliates)
may from time to time after the date of the Offer Prospectus, and
other than pursuant to the Offer, directly or indirectly, purchase
or arrange to purchase Actelion Shares or any securities that are
convertible into, exchangeable for or exercisable for Actelion
Shares from shareholders of Actelion who are willing to sell their
Actelion Shares outside the Offer from time to time, including
purchases in the open market at prevailing prices or in private
transactions at negotiated prices, and shall comply with applicable
laws and regulations in Switzerland and applicable U.S. securities
regulation and pursuant to exemptive relief granted by the SEC from
Rule 14e-5 under the U.S. Exchange Act. Any such purchases will not
be made at prices higher than the offer price or on terms more
favorable than those offered pursuant to the Offer unless the offer
price is increased accordingly. Any information about such
purchases or arrangements to purchase will be publicly disclosed in
the U.S. on Johnson & Johnson's website to the extent that such
information is made public in accordance with the applicable laws
and regulations of Switzerland. In
addition, the financial advisor to Actelion and, subject to
applicable Swiss and U.S. regulation and pursuant to exemptive
relief granted by the SEC from Rule 14e-5 under the U.S. Exchange
Act, the financial advisor to Johnson & Johnson and its
affiliates may also engage in ordinary course trading activities in
securities of Actelion, which may include purchases or arrangements
to purchase such securities.
It may be difficult for U.S. holders to enforce their rights and
any claim arising out of U.S. securities laws, since the Offeror
and Actelion are located in a non-U.S. jurisdiction, and some or
all of their officers and directors may be residents of a non-U.S.
jurisdiction. U.S. holders may not be able to sue a non-U.S.
company or its officers or directors in a U.S. or non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. holder of
Actelion Shares may be a taxable transaction for U.S. federal
income tax purposes and under applicable U.S. state and local laws,
as well as foreign and other tax laws. In addition, the receipt of
shares of R&D NewCo pursuant to the demerger distribution by a
U.S. holder of Actelion Shares may be taxable as a dividend for
U.S. federal income tax purposes and under applicable U.S. state
and local laws, as well as foreign and other tax laws. Each
shareholder of Actelion is urged to consult his or her independent
professional advisor immediately regarding the tax consequences of
an acceptance of the Offer. Neither the SEC nor any securities
commission of any State of the U.S. has (a) approved or disapproved
of the Offer, (b) passed upon the merits or fairness of the Offer,
or (c) passed upon the adequacy or accuracy of the disclosure in
the Offer Prospectus. Any representation to the contrary is a
criminal offence in the U.S.
American Depositary Shares and American Depositary
Receipts
Johnson & Johnson, its subsidiaries and affiliates are aware
that there are "unsponsored" American Depositary Receipt Programs
concerning Actelion Shares. The Offer is not being made for
American Depositary Shares representing Actelion
Shares (ADSs), nor for American Depositary Receipts
evidencing such ADSs (ADRs). However, the Offer is being
made for the Actelion Shares that are represented by the ADSs.
Holders of ADSs and ADRs are encouraged to consult with the
appropriate depositary regarding the tender of Actelion
Shares that are represented by ADSs. Johnson & Johnson,
its subsidiaries and affiliates are unaware of whether any
respective depositary will make arrangements to tender the
underlying Actelion Shares into the Offer on behalf of holders
of ADSs or ADRs.
Holders of ADSs may present their ADSs to the appropriate
depositary for cancellation and (upon compliance with the terms of
the deposit agreements relating to the "unsponsored" American
Depositary Receipt Program concerning Actelion Shares, including
payment of the depositary's fees and any applicable transfer fees,
taxes and governmental charges) delivery of Actelion Shares to
them, in order to become shareholders of Actelion. The Offer may
then be accepted in accordance with its terms for the Actelion
Shares delivered to holders of ADSs upon such cancellation.
Holders of ADSs should be aware, however, that in order to tender
in this manner, they may need to have an account in Switzerland into which the Actelion Shares can
be delivered.
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SOURCE Johnson & Johnson